Überschuldung — over-indebtedness (§ 19 InsO)

Alongside illiquidity, over-indebtedness under § 19 InsO is the second core insolvency ground — but it applies only to legal entities (GmbH, AG, UG) and companies without a personally liable partner (§ 19 (3) InsO). The test runs in two stages: first, a balance-sheet comparison at liquidation values asks whether the debtor's assets still cover existing liabilities.

If liabilities exceed assets (balance-sheet over-indebtedness), a going-concern forecast must be made second: if continuation of the business is more likely than not, there is no over-indebtedness in the legal sense despite the negative balance-sheet test — the forecast takes precedence. Since the 2021 SanInsFoG reform, the forecast period is generally twelve months.

For buyers, the distinction matters practically because it signals how „hard” the numbers are: an insolvency filed for over-indebtedness alone (without acute illiquidity) often points to a balance-sheet-strained but still operating business — a different starting picture for negotiations than an insolvency from acute illiquidity, where liquidity for day-to-day operations is often already gone.